Common use of Notice of Material Events Clause in Contracts

Notice of Material Events. Seller shall promptly inform Purchaser and Agent in writing of any of the following: (i) any Default, Event of Default by Seller or Guarantor or any other Person (other than Purchaser or Purchaser’s Affiliates) of any material obligation under any Program Document, or the occurrence or existence of any event or circumstance that Seller reasonably expects will with the passage of time become a Default, Event of Default by Seller or any other Person; (ii) any change in the insurance coverage of Seller as required to be maintained pursuant to Section 14(q) hereof, or any other Person pursuant to any Program Document, with copy of evidence of same attached; (iii) the commencement of, or any determination in, any dispute, litigation, investigation, proceeding, sanctions or suspension between Seller or Guarantor, on the one hand, and any Governmental Authority (or any other Person, but only with respect to material litigation), on the other; (iv) any change in accounting policies or financial reporting practices of Seller which could reasonably be expected to have a Material Adverse Effect; (v) any event, circumstance or condition that has resulted, or has a reasonable likelihood of resulting in either a Material Adverse Change or a Material Adverse Effect with respect to Seller; (vi) any material modifications to the Seller’s underwriting or acquisition guidelines; (vii) [RESERVED]; (viii) upon Seller becoming aware of any penalties, sanctions or charges levied, or threatened to be levied (which in the case of any penalties, sanctions or charges of a monetary nature, the amount of any such penalty, sanction or charge is material), against Seller or any change or threatened change in Approval status, or the commencement of any non-routine audit, investigation, or the institution of any action or the threat of institution of any action against Seller by any Agency, HUD, FHA or VA or any other agency, or any supervisory or regulatory Government Authority supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, Seller; (ix) any consolidation or merger of Seller, any Change in Control of Seller, or any sale of all or substantially all of Seller’s Property; or (x) upon Seller becoming aware of any termination or threatened termination by an Agency of the Custodian as an eligible custodian.

Notice of Material Events. To the extent not otherwise prohibited from disclosing, Seller shall promptly inform Purchaser and Agent in writing of any of the followingfollowing of which any Responsible Officer is aware: (i) any Default, Event of Default by Seller or Guarantor or any other Person (other than Purchaser or Purchaser’s Affiliates) of any material obligation under any Program Document, or the occurrence or existence of any event or circumstance that Seller reasonably expects will with the passage of time become a Default, Event of Default by Seller Document or any other PersonServicer Termination Event,; (ii) any material adverse change in the insurance coverage of Seller as required to be maintained pursuant to Section 14(q) hereof, or any other Person pursuant to any Program Document, with copy of evidence of same attached; (iii) the commencement of, or any determination in, any material dispute, litigation, investigation, proceeding, sanctions or suspension between Seller or GuarantorSeller, on the one hand, and any Governmental Authority (or any other Person, but only with respect to material litigation), on the otherother (other than any investigation or proceeding conducted in the ordinary course of business by a state licensing authority) that is reasonably likely to have a Material Adverse Effect; (iv) any material change in accounting policies or financial reporting practices of Seller which could reasonably be expected to have a Material Adverse Effect; (v) any event, circumstance or condition that has resulted, or has a reasonable likelihood of resulting in either a Material Adverse Change or a Material Adverse Effect with respect to Seller; (vi) any material modifications to the Seller’s underwriting or acquisition guidelinesguidelines that relate to Mortgage Loans that are not Agency Mortgage Loans; (vii) [RESERVED]any changes to Seller’s corporate leverage covenant; (viii) upon Seller becoming aware of any penalties, sanctions or charges levied, or threatened in writing to be levied (which in the case of any penalties, sanctions or charges of a monetary nature, the amount of any such penalty, sanction or charge is material)levied, against Seller or any change, or change or threatened change in writing, in Approval status, or the commencement of any non-routine audit, investigationactions taken, or the institution of any action or the threat of institution of any action threatened in writing to be taken, against Seller by or disputes in writing between Seller and any Applicable Agency, HUD, FHA or VA or any other agency, or any supervisory or regulatory Government Governmental Authority (including, but not limited to HUD, FHA and VA) supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, SellerSeller (which, in the event of a Governmental Authority, could reasonably be expected to have a Material Adverse Effect); (ix) any consolidation or merger of Seller, any Change in Control of Seller, or any sale of all or substantially all of Seller’s Property; or; (x) upon Seller becoming aware of any termination or threatened termination by an Agency of the Custodian as an eligible custodian; or (xi) change in Seller’s name, type of organization or jurisdiction of organization (or the organizational identification number, if any, issued by such jurisdiction to Seller), its chief place of business and chief executive office, as set forth in Section 13(s) and in the Master Netting Agreement, without at least ten (10) days’ prior written notice to Purchaser.

Notice of Material Events. Seller shall promptly inform Purchaser As soon as possible and Agent in writing of any of event within five (5) days after the followingBorrower or any other Loan Party obtains knowledge thereof: (i) the occurrence of each Default or any event, development or occurrence reasonably likely to have a Material Adverse Effect or to materially impair or interfere with the operations of any Frac Fleet, a written statement of a Responsible Officer of the Borrower setting forth details of such Default, Event of Default by Seller event, development or Guarantor or any other Person (other than Purchaser or Purchaser’s Affiliates) of any material obligation under any Program Document, or occurrence and the occurrence or existence of any event or circumstance action that Seller reasonably expects will the Borrower has taken and proposes to take with the passage of time become a Default, Event of Default by Seller or any other Personrespect thereto; (ii) any change in the insurance coverage breach or default, any allegation of Seller as required to be maintained pursuant to Section 14(q) hereofbreach or default, or any other Person pursuant event, development or occurrence under any Material Contract, to the extent such breach or default, or allegation thereof is reasonably likely to have a Material Adverse Effect (or to materially impair or interfere with the operations of any Program DocumentFrac Fleet for longer than three (3) months), a written statement of an officer of the Borrower setting forth details of such breach, default, allegation, event, development or occurrence and the action that the Borrower has taken and proposes to take with copy of evidence of same attachedrespect thereto; (iii) the commencement ofreceipt of any written notice of any investigation by a Governmental Authority or any litigation or proceeding commenced or threatened against any Loan Party or any Subsidiary that (i) seeks damages in excess of $5,000,000, (ii) seeks injunctive relief, (iii) alleges criminal misconduct by any Loan Party or any Subsidiary, or any determination in, any dispute, litigation, investigation, proceeding, sanctions or suspension between Seller or Guarantor, (iv) asserts liability on the one hand, and part of any Governmental Authority (Loan Party or any Subsidiary in excess of $5,000,000 in respect of any tax, fee, assessment, or other Person, but only with respect to material litigation), on the othergovernmental charge; (iv) any change in accounting policies Lien (other than Liens permitted under this Agreement) or financial reporting practices claim made or asserted against any of Seller which could reasonably be expected to have a Material Adverse Effectthe Collateral; (v) any event, circumstance change in any Loan Party’s information set forth on Schedule 4.01(b) or condition Schedule 4.01(c) or the information provided in the Beneficial Ownership AMERICAS 99636855 v27 Certification delivered to such Lender that has resulted, or has would result in a reasonable likelihood of resulting in either a Material Adverse Change or a Material Adverse Effect with respect to Seller; (vi) any material modifications change to the Seller’s underwriting or acquisition guidelines; (vii) [RESERVED]; (viii) upon Seller becoming aware list of any penalties, sanctions or charges levied, or threatened to be levied (which beneficial owners identified in the case of any penalties, sanctions or charges of a monetary nature, the amount of any such penalty, sanction or charge is material), against Seller or any change or threatened change in Approval status, or the commencement of any non-routine audit, investigation, or the institution of any action or the threat of institution of any action against Seller by any Agency, HUD, FHA or VA or any other agency, or any supervisory or regulatory Government Authority supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, Seller; (ix) any consolidation or merger of Seller, any Change in Control of Seller, or any sale of all or substantially all of Seller’s Property; or (x) upon Seller becoming aware of any termination or threatened termination by an Agency of the Custodian as an eligible custodiancertification.

Notice of Material Events. Seller shall promptly inform Purchaser and Agent in writing of (a) Promptly upon any executive officer of the following: Borrower or a General Partner obtaining knowledge of (i) any Default or Event of Default, (ii) any Event of Default by Seller Loss, (iii) any Material Adverse Effect, (iv) any material adverse change in the condition or Guarantor operations of any Transaction Party, financial or otherwise, (v) the opening of any office of the Borrower or the change of the executive office or the principal place of business of the Borrower or of the location of the Borrower's books and records or any other Person portion of the Collateral, (other than Purchaser or Purchaser’s Affiliates) of any material obligation under any Program Document, or the occurrence or existence of any event or circumstance that Seller reasonably expects will with the passage of time become a Default, Event of Default by Seller or any other Person; (iivi) any change in the insurance coverage name of Seller as required the Borrower, (vii) any other event which could materially and adversely impact upon the amount or collectibility of amounts payable to be maintained pursuant the Borrower under any Capacity Agreement or otherwise materially decrease the value of the Collateral, (viii) any Person giving any notice to the Borrower or taking any other action to enforce remedies with respect to a claimed default or event or condition of the type referred to in paragraph (e) of Article 7 or (ix) the inability of the Borrower to fulfill all of its obligations under Section 14(q) 5.21 hereof, the Borrower shall promptly give written notice thereof to the Administrative Agent specifying the nature and period of existence of any such condition or any other Person pursuant event, or specifying the notice given or action taken and the nature of such claimed Event of Default or condition and what action the Borrower (or such Transaction Party, if applicable) has taken, is taking and proposes to any Program Document, take with copy of evidence of same attached;respect thereto. (iiib) Promptly upon any executive officer of the Borrower or a General Partner obtaining knowledge of (i) the commencement institution of, or any determination inthreat of, any disputeaction, litigation, investigationsuit, proceeding, sanctions investigation or suspension between Seller or Guarantor, on the one hand, and arbitration by any Governmental Authority (or other Person against or affecting the Borrower, a Transaction Party, any other Personof their respective assets, but only with respect to material litigation)the Project, on the other; (iv) any change in accounting policies Cable or financial reporting practices the Right of Seller which could reasonably be expected to have a Material Adverse Effect; (v) any event, circumstance or condition that has resultedWay, or has a reasonable likelihood of resulting in either a Material Adverse Change or a Material Adverse Effect with respect to Seller; (viii) any material modifications development in any such action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Seller’s underwriting or acquisition guidelines; (vii) [RESERVED]; (viii) upon Seller becoming aware of any penaltiesAdministrative Agent), sanctions or charges leviedwhich, or threatened to be levied (which in the case of any penalties(i) or (ii), sanctions or charges of could, if adversely determined, have a monetary naturematerially adverse effect on the Borrower, a Transaction Party, the amount Project, the Cable or the Right of Way, the Borrower shall promptly give notice thereof to the Administrative Agent and provide such other information as may be available to it to enable the Lenders to evaluate such matters; and, in addition to the requirements set forth in clauses (i) and (ii) of this subsection (b), the Borrower upon request shall promptly give notice of the status of any action, suit, proceeding, investigation or arbitration covered by a report delivered to the Administrative Agent pursuant to clause (i) and (ii) above to the Lenders and provide such penalty, sanction or charge is material), against Seller or any change or threatened change in Approval status, or other information as may be reasonably available to it to enable the commencement of any non-routine audit, investigation, or the institution of any action or the threat of institution of any action against Seller by any Agency, HUD, FHA or VA or any other agency, or any supervisory or regulatory Government Authority supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, Seller; (ix) any consolidation or merger of Seller, any Change in Control of Seller, or any sale of all or substantially all of Seller’s Property; or (x) upon Seller becoming aware of any termination or threatened termination by an Agency of the Custodian as an eligible custodianLenders to evaluate such matters.

Notice of Material Events. Seller shall promptly inform Purchaser ▇▇▇▇▇▇▇▇▇ and Agent in writing of any of the followingfollowing of which any Responsible Officer is aware: (i) any Default, Event of Default by Seller or Guarantor or any other Person (other than Purchaser or Purchaser’s Affiliates) of any material obligation under any Program DocumentDocument or any Servicer Termination Event, or any default or event of default by Seller under any Other Agreement, in each case, to the occurrence extent not waived or existence deemed not to exist after application of any event applicable waiver or circumstance that Seller reasonably expects will with the passage of time become a Default, Event of Default by Seller or any other Personcure period; (ii) any material and adverse change in the insurance coverage of Seller as required to be maintained pursuant to Section 14(q15(q) hereof, or any other Person pursuant to any Program Document, hereof with copy of evidence of same attached; (iii) the commencement of, or any determination in, any material dispute, litigation, investigation, proceeding, sanctions or suspension between Seller or Guarantorits Parent Company, on the one hand, and any Governmental Authority (or any other Person, but only with respect to material litigation), on the other; (iv) any material change in accounting policies or financial reporting practices of Seller which could reasonably be expected to have a Material Adverse Effect; (v) any event, circumstance or condition that has resulted, or has a reasonable likelihood of resulting in either a Material Adverse Change or a Material Adverse Effect with respect to Seller; (vi) any material modifications to the Seller’s underwriting or acquisition guidelines; (vii) [RESERVED]upon Seller’s becoming aware of any Control Failure with respect to a Purchased Mortgage Loan or any eNote Replacement Failure; (viii) upon Seller becoming aware of any penalties, sanctions or charges levied, or threatened in writing to be levied (which in the case of any penalties, sanctions or charges of a monetary nature, the amount of any such penalty, sanction or charge is material)levied, against Seller or Servicer or any change, or change or threatened change in writing, in Approval status, or the commencement of any non-routine audit, investigationactions taken, or the institution of any action or the threat of institution of any action threatened in writing to be taken, against Seller or Servicer by or disputes in writing between Seller or Servicer and any Applicable Agency, HUD, FHA or VA or any other agency, or any supervisory or regulatory Government Governmental Authority (including, but not limited to HUD, FHA and VA) supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, SellerSeller or Servicer (which, in the event of a Governmental Authority, could reasonably be expected to have a Material Adverse Effect); (ix) any consolidation or merger of Seller, any Change in Control of Seller, or any sale of all or substantially all of Seller’s Property; or (x) upon Seller becoming aware of any termination or threatened termination by an Agency of the Custodian as an eligible custodian.

Notice of Material Events. Seller shall promptly inform Purchaser and Agent in writing (a) Promptly upon any Executive Officer of any a Credit Party obtaining knowledge of the following: (i) any Default or Event of Default, or becoming aware that the Agent, the Issuing Bank or any Lender has given notice or taken any other action with respect to a claimed Event of Default by Seller or Guarantor or any other Person (other than Purchaser or Purchaser’s Affiliates) of any material obligation under any Program Document, or the occurrence or existence of any event or circumstance that Seller reasonably expects will with the passage of time become a Default, Event of Default by Seller or any other Person; (ii) any material adverse change in the insurance coverage condition or operations of Seller as required to be maintained pursuant to Section 14(q) hereofany Credit Party, financial or any other Person pursuant to any Program Documentotherwise, with copy of evidence of same attached; (iii) the commencement of, any action or any determination in, any dispute, litigation, investigation, proceeding, sanctions or suspension between Seller or Guarantor, on the one hand, and any Governmental Authority (or any other Person, but only with respect to material litigation), on the other; (iv) any change in accounting policies or financial reporting practices of Seller event which could reasonably be expected to have materially and adversely affect the performance of the Credit Parties’ obligations under this Credit Agreement or any other Fundamental Document, the repayment of the Notes, or the security interests granted to the Agent for the benefit of itself, the Issuing Bank and the Lenders under this Credit Agreement or any other Fundamental Document, (iv) any other event which could reasonably be expected to result in a Material Adverse Effect; , (v) the opening of any eventoffice of a Credit Party or the change of the executive office, circumstance jurisdiction or condition that has resultedform of organization, or has a reasonable likelihood the principal place of resulting in either a Material Adverse Change business of any Credit Party or a Material Adverse Effect with respect to Seller; of the location of any Credit Party’s books and records, (vi) any material modifications to change in the Seller’s underwriting or acquisition guidelines; name of any Credit Party, (vii) [RESERVED]; any other event which could reasonably be expected to materially and adversely impact upon the amount of collectability of any material accounts receivable of the Credit Parties or materially decrease the value of the Collateral or the Pledged Securities, (viii) upon Seller becoming aware any proposed material amendment to any material agreements that are part of any penalties, sanctions or charges leviedthe Collateral that could reasonably be anticipated to negatively impact the value of the Collateral, or threatened to be levied (which in the case of any penalties, sanctions or charges of a monetary nature, the amount of any such penalty, sanction or charge is material), against Seller or any change or threatened change in Approval status, or the commencement of any non-routine audit, investigation, or the institution of any action or the threat of institution of any action against Seller by any Agency, HUD, FHA or VA or any other agency, or any supervisory or regulatory Government Authority supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, Seller; (ix) any consolidation Person giving any notice to any Credit Party or merger taking any other action with respect to a claimed default or event or condition of Sellerthe type referred to in paragraph (e) of Article 7, such Credit Party shall promptly give written notice thereof to the Agent specifying the nature and period of existence of any Change in Control of Sellersuch condition or event, or any sale specifying the notice given or action taken and the nature of all such claimed Event of Default or substantially all of Seller’s Property; orcondition and what action such Credit Party has taken, is taking and proposes to take with respect thereto. (xb) upon Seller becoming aware of any termination or threatened termination by an Agency of the Custodian as an eligible custodian[Intentionally omitted.]

Notice of Material Events. Seller shall promptly inform Purchaser and Agent The Borrower will furnish to the Lender prompt (but in writing of any event within any time period that may be specified below) written notice of the following: : (a) as soon as practicable, and in any event within three (3) Business Days after a Responsible Officer of a Loan Party has knowledge of the existence thereof, the occurrence of any Default; (b) receipt of any notice of any investigation by a Governmental Authority or any litigation or proceeding commenced or threatened in writing against any Loan Party or any Subsidiary that (i) could reasonably be expected to result in damages in excess of the Notice Amount (and not covered by insurance), (ii) seeks injunctive relief, (iii) is asserted or instituted against any DefaultPlan, Event of Default its fiduciaries or its assets, (iv) alleges criminal misconduct by Seller or Guarantor any Loan Party or any other Person Subsidiary, (other than Purchaser v) alleges the violation of, or Purchaser’s Affiliatesseeks to impose remedies under any Environmental Law or related Law, or seeks to impose Environmental Liability, in each case if adversely determined could reasonably be expected to result in damages in excess of the Notice Amount (and not covered by insurance), (vi) asserts tax liens on the part of any material obligation under Loan Party or any Program DocumentSubsidiary in respect of any unpaid tax, fee, assessment, or other governmental charge in each case if adversely determined could reasonably be expected to result in damages in excess of the Notice Amount (and not covered by insurance), and except to the extent contested in good faith, or (vii) involves any product recall in excess of the Notice Amount; (c) any material change in accounting or financial reporting practices by the Borrower or any Subsidiary; 57 (d) the occurrence or existence of any event ERISA Event that, alone or circumstance together with any other ERISA Events that Seller have occurred, could reasonably expects will with be expected to result in a Material Adverse Effect; (e) within two (2) Business Days after the passage of time become a Defaultoccurrence thereof, Event of Default by Seller any Loan Party or any other Person; Subsidiary entering into a Swap Contract or an amendment to a Swap Contract, together with copies of all agreements evidencing such Swap Contract or amendment; (iif) any change in the insurance coverage of Seller as required to be maintained pursuant to Section 14(q) hereofcredit ratings from a credit rating agency, or the placement by a credit rating agency of any other Person pursuant to Loan Party on a “Credit Watch” or “WatchList” or any Program Documentsimilar list, in each case with copy of evidence of same attached; (iii) negative implications, or the commencement cessation by a credit rating agency of, or its intent to cease, rating such Loan Party’s debt; (g) any determination other development that results in, any dispute, litigation, investigation, proceeding, sanctions or suspension between Seller or Guarantor, on the one hand, and any Governmental Authority (or any other Person, but only with respect to material litigation), on the other; (iv) any change in accounting policies or financial reporting practices of Seller which could reasonably be expected to have result in, a Material Adverse Effect; ; and (vh) any event, circumstance change in the information provided in any Beneficial Ownership Certification delivered to the Lender that would result in a change to the list of beneficial owners identified in such certification. Each notice delivered under this Section shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth the details of the event or condition that has resulted, development requiring such notice and any action taken or has a reasonable likelihood of resulting in either a Material Adverse Change or a Material Adverse Effect proposed to be taken with respect to Seller; (vi) any material modifications to the Seller’s underwriting or acquisition guidelines; (vii) [RESERVED]; (viii) upon Seller becoming aware of any penalties, sanctions or charges levied, or threatened to be levied (which in the case of any penalties, sanctions or charges of a monetary nature, the amount of any such penalty, sanction or charge is material), against Seller or any change or threatened change in Approval status, or the commencement of any non-routine audit, investigation, or the institution of any action or the threat of institution of any action against Seller by any Agency, HUD, FHA or VA or any other agency, or any supervisory or regulatory Government Authority supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, Seller; (ix) any consolidation or merger of Seller, any Change in Control of Seller, or any sale of all or substantially all of Seller’s Property; or (x) upon Seller becoming aware of any termination or threatened termination by an Agency of the Custodian as an eligible custodianthereto.

Notice of Material Events. Seller shall The Borrower will give notice to the Administrative Agent and each Lender, promptly inform Purchaser and Agent in writing any event within 5 Business Days after an officer of the Borrower obtains knowledge thereof, of the occurrence of any of the following: (a) any Default or Event of Default; (b) (i) the filing or commencement of any Defaultaction, Event of Default suit or proceeding by Seller or Guarantor before any arbitrator or Governmental Authority (including pursuant to any applicable Environmental Laws) against or affecting the Borrower or any other Person (other than Purchaser Affiliate thereof that, if adversely determined, would reasonably be expected to result in a Material Adverse Effect ​ or Purchaser’s Affiliates) of that seeks to prevent, enjoin or delay any material obligation under any Program Document, Credit Extensions or the occurrence or existence of any event or circumstance that Seller reasonably expects will with the passage of time become a Default, Event of Default by Seller or any other Person; (ii) any change material adverse development in any litigation, arbitration or governmental investigation or proceeding previously disclosed by the insurance coverage Borrower or any Subsidiary; (c) with respect to a Pension Plan, (i) any failure to pay all required minimum contributions and installments on or before the due dates provided under Section 430(j) of Seller as required to be maintained the Code or (ii) the filing pursuant to Section 14(q412(c) hereofof the Code or Section 302(c) of ERISA, or any other Person pursuant to any Program Document, with copy of evidence an application for a waiver of same attachedthe minimum funding standard; (iiid) the commencement occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in material liability; (e) of receipt of notice from any Governmental Authority notifying the Borrower or any Material Insurance Subsidiary of a hearing relating to a suspension, termination or revocation of any Insurance License, including any request by a Governmental Authority which commits the Borrower or any of its Subsidiaries to take, or refrain from taking, any action or which otherwise materially and adversely affects the authority of the Borrower or any such Material Insurance Subsidiary to conduct its business; (f) (i) any breach or non-performance of, or any determination indefault under, a Contractual Obligation of the Borrower or any Material Subsidiary and (ii) of any dispute, litigation, investigation, proceeding, sanctions proceeding or suspension between Seller or Guarantor, on the one hand, a Material Insurance Subsidiary and any Governmental Authority (Authority, in each case, to the extent the same has resulted or any other Person, but only with respect could reasonably be expected to material litigation), on the otherresult in a Material Adverse Effect; (ivg) of any announcement by A.M. Best & Company, Inc. of any change in or change in the outlook for a financial strength rating by A.M. Best Company, Inc. of any Material Insurance Subsidiary. (h) any material change in accounting policies of, or financial reporting practices by, the Borrower or any Subsidiary; (i) material alteration of, or reduction of the amount of coverage under, any insurance policy or policies required under Section 6.6; (j) any change in accounting policies the information provided in any Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) or (d) of such certification; and (k) any other development, financial reporting practices of Seller which could or otherwise, that would reasonably be expected to have a Material Adverse Effect; (v) . Each notice delivered under this Section 6.3 must be accompanied by a statement of an officer of the Borrower setting forth the details of the event or development requiring such notice and any event, circumstance action taken or condition that has resulted, or has a reasonable likelihood of resulting in either a Material Adverse Change or a Material Adverse Effect proposed to be taken with respect to Seller; (vi) any material modifications to the Seller’s underwriting or acquisition guidelines; (vii) [RESERVED]; (viii) upon Seller becoming aware of any penalties, sanctions or charges levied, or threatened to be levied (which in the case of any penalties, sanctions or charges of a monetary nature, the amount of any such penalty, sanction or charge is material), against Seller or any change or threatened change in Approval status, or the commencement of any non-routine audit, investigation, or the institution of any action or the threat of institution of any action against Seller by any Agency, HUD, FHA or VA or any other agency, or any supervisory or regulatory Government Authority supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, Seller; (ix) any consolidation or merger of Seller, any Change in Control of Seller, or any sale of all or substantially all of Seller’s Property; or (x) upon Seller becoming aware of any termination or threatened termination by an Agency of the Custodian as an eligible custodianthereto.

Notice of Material Events. Seller Each Project Company shall promptly inform Purchaser and Agent in writing promptly, upon acquiring notice or giving notice, as the case may be, or obtaining knowledge thereof, give written notice (together with copies of any of underlying notices or other documentation) to the followingCollateral Agent, the Trustee, the Swap Counterparty and XLCA (if XLCA is the Controlling Party) (it being acknowledged that XLCA shall have no obligation to provide any such written notice received by it to any other Person) of: (i) any DefaultAny action, Event of Default by Seller or Guarantor or any other Person (other than Purchaser or Purchaser’s Affiliates) of any material obligation under any Program Documentsuit, or the occurrence or existence of any event or circumstance that Seller reasonably expects will with the passage of time become a Default, Event of Default by Seller or any other Person; (ii) any change in the insurance coverage of Seller as required to be maintained pursuant to Section 14(q) hereof, or any other Person pursuant to any Program Document, with copy of evidence of same attached; (iii) the commencement of, or any determination in, any disputearbitration, litigation, investigation, proceeding, sanctions investigation or suspension between Seller other proceeding or Guarantor, on the one hand, and any dispute with any Governmental Authority relating to it or its Project and that involves (A) claims against it or any other Personits Project in excess of $2,000,000 or potential claims against it or its Project in excess of $4,000,000, but only with respect to material litigation)in each case in the aggregate, on the other; (ivB) any change in accounting policies injunctive, declaratory or financial reporting practices of Seller which other equitable relief that, if determined adversely to such Project Company, could reasonably be expected to have a Project Material Adverse Effect, (C) revocation, modification, failure to renew or the like of any material Permit or imposition of additional material conditions with respect thereto, or (D) any Lien (other than a Project Company Permitted Lien) related to its Project for taxes due and payable but not paid; (ii) Any Project Event of Default or Project Inchoate Default, together with a description of any action being taken or proposed to be taken with respect thereto; (iii) Any cancellation or suspension, or receipt of written notice of threatened or potential cancellation or suspension, of any insurance described in Exhibit C; (iv) Any matter which has had or, in such Project Company's reasonable judgment, could reasonably be expected to have, a Project Material Adverse Effect; (v) any event, circumstance or condition that has resultedAny termination of, or has a reasonable likelihood delivery or receipt of resulting in either a Material Adverse Change or a Material Adverse Effect with respect to Sellerwritten notice of any material default under, any of such Project Company's Major Project Documents; (vi) Any written notice received from or given to any material modifications party to the Seller’s underwriting any of such Project Company's Major Project Documents (A) that an event of force majeure has occurred thereunder or acquisition guidelines(B) in respect of any claim in connection with an event of force majeure thereunder; (vii) [RESERVED]The scheduled or proposed conduct of any of the performance or other tests listed on Exhibit D (the "Completion Tests"), which notice shall be given at least 10 Business Days prior to the date on which such test is scheduled or proposed to occur, and a copy of which notice shall be given to the Independent Engineer; (viii) upon Seller becoming aware of any penaltiesAny (A) fact, sanctions circumstance, condition or charges leviedoccurrence at, on or arising from, such Project Company's Site, Improvements or other Mortgaged Property that results in material noncompliance with, or material violation of, any Hazardous Substances Law, (B) Release or threatened Release of Hazardous Substances in, on, under or from or in connection with, such Project Company's Site, Improvements or other Mortgaged Property that has resulted or could reasonably be expected to be levied result in material personal injury, material property damage or a Project Material Adverse Effect, and (which in C) pending or, to the case knowledge of such Project Company, threatened Environmental Claim against it or, to the knowledge of such Project Company, any penaltiesof its Affiliates, sanctions or charges of a monetary naturecontractors, the amount of any such penalty, sanction or charge is material), against Seller lessees or any change other Persons, arising in connection with the development, construction, ownership, leasing, use, operation or threatened change maintenance of its Project, or such Project Company's occupying or conducting operations on or at such Project Company's Site, Improvements or other Mortgaged Property that has resulted or could reasonably be expected to result in Approval statusmaterial personal injury, material property damage or a Project Material Adverse Effect; and (ix) Any Casualty Event or Condemnation Event, or the commencement of any non-routine auditproceedings in connection therewith, investigationwith respect to its Project involving a probable loss of $5,000,000 or more. Notwithstanding the foregoing, or the institution such Project Company shall not be required to give notice of any action matter described in this Section 3.2(a) that is described in any Form 10-K, 10-Q or the threat of institution of any action against Seller 8-K or other form or document filed by any Agency, HUD, FHA or VA such Project Company or any other agencyof its Affiliates with the Securities and Exchange Commission and available on the Commission's Electronic Data Gathering, or any supervisory or regulatory Government Authority supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, Seller; Analysis and Retrieval (ixEDGAR) any consolidation or merger of Seller, any Change in Control of Seller, or any sale of all or substantially all of Seller’s Property; or (x) upon Seller becoming aware of any termination or threatened termination by an Agency of the Custodian as an eligible custodiansystem.

Notice of Material Events. Seller shall promptly The Issuer will, in addition to any other notices, certificates or information provided pursuant to this Agreement, inform Purchaser and Agent Ambac in writing of the occurrence of any of the following, promptly upon becoming aware thereof: (i) the commencement or threat of any Default, Event rule-making or disciplinary proceeding or the promulgation of Default by Seller any proposed or Guarantor or any other Person final rule (other than Purchaser a rule or Purchaser’s Affiliatesproceeding which has general applicability to Persons including the Issuer) of which could result in a Material Adverse Change with respect to the Issuer or impair in any material obligation under any Program Document, or respect the occurrence or existence of any event or circumstance that Seller reasonably expects will with security interest created by the passage of time become a Default, Event of Default by Seller or any other Person;Pledge and Intercreditor Agreement in the Collateral; and (ii) the commencement of any change proceedings by or against it in any court of competent jurisdiction or before any governmental body or agency, or before any arbitration board, or the threat of any such proceedings, which either (i) involves an amount in dispute in excess of $11,000,000 (or, during the 18 months following the date hereof, $6,500,000) with the Issuer or (ii) if adversely determined, could result in a Material Adverse Change with respect to the Issuer or impair in any material respect the security interest created by the Pledge and Intercreditor Agreement in the insurance coverage of Seller as required to be maintained pursuant to Section 14(q) hereof, or any other Person pursuant to any Program Document, with copy of evidence of same attachedCollateral; (iii) the commencement ofreceipt of notice from any agency or governmental body having authority over the conduct of its business that (A) it is being placed under regulatory supervision, (B) any license, permit, charter, membership or registration material to the conduct of its business is to be suspended or revoked, or (C) it is to cease and desist any determination inpractice, any dispute, litigation, investigation, proceeding, sanctions procedure or suspension between Seller or Guarantor, on policy employed by it in the one handconduct of its business, and any Governmental Authority (or any other Person, but only such cessation could result in a Material Adverse Change with respect to the Issuer or impair in any material litigation), on respect the othersecurity interest created by the Pledge and Intercreditor Agreement in the Collateral; (iv) any change in accounting policies the location of Issuer's jurisdiction of organization or financial reporting practices any change in the location of Seller which could reasonably be expected to have a Material Adverse Effectthe Issuer's books and records; (v) the occurrence of any event, circumstance Default or condition that has resulted, or has a reasonable likelihood Event of resulting in either a Material Adverse Change or a Material Adverse Effect with respect to SellerDefault; (vi) the commencement of any material modifications to proceedings by or against the Seller’s underwriting Issuer under any applicable bankruptcy, reorganization, liquidation, rehabilitation, insolvency or acquisition guidelinesother similar law now or hereafter in effect or of any proceeding in which a receiver, liquidator, conservator, trustee or similar official shall have been, or may be, appointed or requested for the Issuer or any of its assets; (vii) [RESERVED];the annual renewal (with a copy) of, and any material change to, the insurance maintained pursuant to Section 2.2(d) hereof; and (viii) upon Seller becoming aware the receipt of notice of any penalties, sanctions claim or charges levied, or threatened to be levied (which in the case of any penalties, sanctions or charges of a monetary nature, the amount of any such penalty, sanction or charge is material), against Seller or any change or threatened change in Approval status, or the commencement of any non-routine audit, investigation, or the institution of any action or the threat of institution of any action against Seller order by any Agency, HUD, FHA or VA or any other agency, or any supervisory or regulatory Government Authority supervising or regulating taxing authority that material taxes are owed by the origination or servicing of mortgage loans by, or the issuer status of, Seller; (ix) any consolidation or merger of Seller, any Change in Control of Seller, or any sale of all or substantially all of Seller’s Property; or (x) upon Seller becoming aware of any termination or threatened termination by an Agency of the Custodian as an eligible custodianIssuer.

Notice of Material Events. Seller shall promptly inform Purchaser and Agent in writing of any of the following: (i) any Default, Event of Default by Seller or Guarantor or any other Person (other than Purchaser or Purchaser’s Affiliates) of any material obligation under any Program Document, or the occurrence or existence of any event or circumstance that Seller reasonably expects will with the passage of time become a Default, Event of Default by Seller or any other Person; (ii) any material change in the insurance coverage of Seller as required to be maintained pursuant to Section 14(q) hereofhereof or, or if Seller has actual knowledge, any other Person pursuant to any Program Document, with copy of evidence of same attached; (iii) the commencement of, or any determination in, any material dispute, litigation, investigation, proceeding, proceeding or any sanctions or suspension between Seller or Guarantorits Parent Company, on the one hand, and any Governmental Authority (or any other Person, but only with respect to material litigation), on the other; (iv) any material change in accounting policies or financial reporting practices of Seller which could reasonably be expected to have a Material Adverse Effect; (v) any event, circumstance or condition that has resulted, or has a reasonable likelihood of resulting in either a Material Adverse Change or a Material Adverse Effect with respect to Seller; (vi) any material modifications to the Seller’s underwriting or acquisition guidelines; (vii) [RESERVED]any financial covenants or margin maintenance requirements Seller becomes subject to or any change or modification to, or waiver of compliance with, any financial covenants or margin maintenance requirements Seller is obligated to comply with, in either case, under any agreement for Indebtedness; (viii) upon Seller becoming aware of any penalties, sanctions or charges levied, or threatened in writing to be levied (which levied, against Seller, or actions taken, or threatened in the case of any penalties, sanctions or charges of a monetary nature, the amount of any such penalty, sanction or charge is material)writing to be taken, against Seller by or any change or threatened change in Approval status, or the commencement of any non-routine audit, investigation, or the institution of any action or the threat of institution of any action against disputes between Seller by any Agency, HUD, FHA or VA or any other agency, or any supervisory or regulatory Government Authority supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, Seller; (ix) any consolidation or merger of Seller, any Change in Control of Seller, or any sale of all or substantially all of Seller’s Property; or (x) upon Seller becoming aware of any termination or threatened termination by an Agency of the Custodian as an eligible custodian.

Notice of Material Events. Seller shall promptly inform Purchaser and Agent in writing of any of the following: (i) any Default, Event of Default by Seller or Guarantor or any other Person (other than Purchaser or Purchaser’s Affiliates) of any material obligation under any Program Document, or the occurrence or existence of any event or circumstance that Seller reasonably expects will with the passage of time become a Default, Event of Default by Seller or any other Person; (ii) any change in the insurance coverage of Seller as required to be maintained pursuant to Section 14(q) hereof, or any other Person pursuant to any Program Document, with copy of evidence of same attached; (iii) the commencement of, or any determination in, any dispute, litigation, investigation, proceeding, sanctions or suspension between Seller or GuarantorSeller, on the one hand, and any Governmental Authority (or any other Person, but only with respect to material litigation), on the other; (iv) any change in accounting policies or financial reporting practices of Seller which could reasonably be expected to have a Material Adverse Effect; (v) any event, circumstance or condition that has resulted, or has a reasonable likelihood of resulting in either a Material Adverse Change or a Material Adverse Effect with respect to Seller; (vi) any material modifications to the Seller’s underwriting or acquisition guidelines; (vii) [RESERVED]any financial covenants or margin maintenance requirements Seller becomes subject to or any change or modification to, or waiver of compliance with, any financial covenants or margin maintenance requirements Seller is obligated to comply with, in either case, under any agreement for Indebtedness; (viii) upon Seller becoming aware of any penalties, sanctions or charges levied, or threatened to be levied (which in the case of any penalties, sanctions or charges of a monetary nature, the amount of any such penalty, sanction or charge is material)levied, against Seller or any change change, or threatened change change, in Approval status, or the commencement of any non-routine audit, investigationactions taken, or the institution of any action or the threat of institution of any action threatened to be taken, against Seller by or disputes between Seller and any Applicable Agency, HUD, FHA or VA or any other agency, or any supervisory or regulatory Government Authority (including, but not limited to HUD, FHA and VA) supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, Seller; (ix) any consolidation or merger of Seller, any Change in Control of Seller, or any sale of all or substantially all of Seller’s Property; or (x) upon Seller becoming aware of any termination or threatened termination by an Agency of the Custodian as an eligible custodian.

Notice of Material Events. Seller shall promptly inform Purchaser and Agent in writing of any of the following: (i) any Default, Event of Default by Seller or Guarantor or any other Person (other than Purchaser or Purchaser’s Affiliates) of any material obligation under any Program Document, or the occurrence or existence of any event or circumstance that Seller reasonably expects will with the passage of time become a Default, Event of Default by Seller or any other Person; (ii) any change in the insurance coverage of Seller as required to be maintained pursuant to Section 14(q) hereof, or any other Person pursuant to any Program Document, with copy of evidence of same attached; (iii) the commencement of, or any determination in, any dispute, litigation, investigation, proceeding, sanctions or suspension between Guarantor, Seller or Guarantorits Parent Company, on the one hand, and any Governmental Authority (or any other Person, but only with respect to material litigation), ) on the other; (iv) any change in accounting policies or financial reporting practices of Seller which could reasonably be expected to have a Material Adverse Effect; (v) any event, circumstance or condition that has resulted, or has a reasonable likelihood of resulting in either a Material Adverse Change or a Material Adverse Effect with respect to SellerSeller or Guarantor; (vi) any material modifications to the Seller’s underwriting or acquisition guidelines; (vii) [RESERVED]any more restrictive financial covenants or margin maintenance notice and compliance requirements Seller and/or Guarantor becomes subject to or any more restrictive change or modification to any financial covenants or margin maintenance notice and compliance requirements Seller and/or Guarantor is obligated to comply with, in either case, under any agreement for Indebtedness or any waiver of compliance with such financial covenants; (viii) upon Seller becoming aware of any penalties, sanctions or charges levied, or threatened to be levied (which in the case of any penalties, sanctions or charges of a monetary nature, the amount of any such penalty, sanction or charge is material)levied, against Seller or any change change, or threatened change change, in Approval status, or the commencement of any non-routine audit, investigationactions taken, or the institution of any action or the threat of institution of any action threatened to be taken, against Seller by or disputes between Seller and any Applicable Agency, HUD, FHA or VA or any other agency, or any supervisory or regulatory Government Authority (including, but not limited to HUD, FHA and VA) supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, Seller; (ix) any consolidation or merger of Seller, any Change in Control of SellerSeller or Guarantor, or any sale of all or substantially all of Seller’s Property or Guarantor’s Property; or (x) upon Seller becoming aware of any termination or threatened termination by an Agency of the Custodian as an eligible custodian.

Notice of Material Events. Seller shall promptly The Borrower will, in addition to any other notices, certificates or information provided pursuant to this Agreement, inform Purchaser and Agent Ambac in writing of the occurrence of any of the following, promptly upon becoming aware thereof: (i) the commencement or threat of any Default, Event rule-making or disciplinary proceeding or the promulgation of Default by Seller any proposed or Guarantor or any other Person final rule (other than Purchaser a rule or Purchaser’s Affiliatesproceeding which has general applicability to Persons including the Borrower) of which could result in a Material Adverse Change with respect to the Borrower or impair in any material obligation under any Program Document, or respect the occurrence or existence of any event or circumstance that Seller reasonably expects will with security interest created by the passage of time become a Default, Event of Default by Seller or any other Person;Pledge and Intercreditor Agreement in the Collateral; and (ii) the commencement of any change proceedings by or against it in any court of competent jurisdiction or before any governmental body or agency, or before any arbitration board, or the threat of any such proceedings, which either (i) involves an amount in dispute in excess of $25,000,000 (or, during the 18 months following the date hereof, $15,000,000) with the Borrower or (ii) if adversely determined, could result in a Material Adverse Change with respect to the Borrower or impair in any material respect the security interest created by the Pledge and Intercreditor Agreement in the insurance coverage of Seller as required to be maintained pursuant to Section 14(q) hereof, or any other Person pursuant to any Program Document, with copy of evidence of same attachedCollateral; (iii) the commencement ofreceipt of notice from any agency or governmental body having authority over the conduct of its business that (A) it is being placed under regulatory supervision, (B) any license, permit, charter, membership or registration material to the conduct of its business is to be suspended or revoked, or (C) it is to cease and desist any determination inpractice, any dispute, litigation, investigation, proceeding, sanctions procedure or suspension between Seller or Guarantor, on policy employed by it in the one handconduct of its business, and any Governmental Authority (or any other Person, but only such cessation could result in a Material Adverse Change with respect to the Borrower or impair in any material litigation), on respect the othersecurity interest created by the Pledge and Intercreditor Agreement in the Collateral; (iv) any change in accounting policies the location of Borrower's jurisdiction of organization or financial reporting practices any change in the location of Seller which could reasonably be expected to have a Material Adverse Effectthe Borrower's books and records; (v) the occurrence of any event, circumstance Default or condition that has resulted, or has a reasonable likelihood Event of resulting in either a Material Adverse Change or a Material Adverse Effect with respect to SellerDefault; (vi) the commencement of any material modifications to proceedings by or against the Seller’s underwriting Borrower under any applicable bankruptcy, reorganization, liquidation, rehabilitation, insolvency or acquisition guidelinesother similar law now or hereafter in effect or of any proceeding in which a receiver, liquidator, conservator, trustee or similar official shall have been, or may be, appointed or requested for the Borrower or any of its assets; (vii) [RESERVED];the annual renewal (with a copy) of, and any material change to, the insurance maintained pursuant to Section 2.2(d) hereof; and (viii) upon Seller becoming aware the receipt of notice of any penalties, sanctions claim or charges levied, or threatened to be levied (which in the case of any penalties, sanctions or charges of a monetary nature, the amount of any such penalty, sanction or charge is material), against Seller or any change or threatened change in Approval status, or the commencement of any non-routine audit, investigation, or the institution of any action or the threat of institution of any action against Seller order by any Agency, HUD, FHA or VA or any other agency, or any supervisory or regulatory Government Authority supervising or regulating taxing authority that material taxes are owed by the origination or servicing of mortgage loans by, or the issuer status of, Seller; (ix) any consolidation or merger of Seller, any Change in Control of Seller, or any sale of all or substantially all of Seller’s Property; or (x) upon Seller becoming aware of any termination or threatened termination by an Agency of the Custodian as an eligible custodianBorrower.

Notice of Material Events. Seller shall promptly inform Purchaser and Agent The Borrower will furnish to the Lender prompt (but in writing of any event within any time period that may be specified below) written notice of the following: (ia) as soon as practicable, and in any event within three (3) Business Days after a Responsible Officer of a Loan Party has knowledge of the existence thereof, the occurrence of any Default, Event of Default by Seller or Guarantor or any other Person (other than Purchaser or Purchaser’s Affiliates) of any material obligation under any Program Document, or the occurrence or existence of any event or circumstance that Seller reasonably expects will with the passage of time become a Default, Event of Default by Seller or any other Person; (iib) receipt of any change in the insurance coverage notice of Seller as required to be maintained pursuant to Section 14(q) hereof, any investigation by a Governmental Authority or any other Person pursuant to litigation or proceeding commenced or threatened in writing against any Program Document, with copy of evidence of same attached; (iii) the commencement of, Loan Party or any determination in, any dispute, litigation, investigation, proceeding, sanctions or suspension between Seller or Guarantor, on the one hand, and any Governmental Authority Subsidiary that (or any other Person, but only with respect to material litigation), on the other; (ivi) any change in accounting policies or financial reporting practices of Seller which could reasonably be expected to result in damages in excess of the Notice Amount (and not covered by insurance), (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets, (iv) alleges criminal misconduct by any Loan Party or any Subsidiary, (v) alleges the violation of, or seeks to impose remedies under any Environmental Law or related Law, or seeks to impose Environmental Liability, in each case if adversely determined could reasonably be expected to result in damages in excess of the Notice Amount (and not covered by insurance), (vi) asserts tax liens on the part of any Loan Party or any Subsidiary in respect of any unpaid tax, fee, assessment, or other governmental charge in each case if adversely determined could reasonably be expected to result in damages in excess of the Notice Amount (and not covered by insurance), and except to the extent contested in good faith, or (vii) involves any product recall in excess of the Notice Amount; (c) any material change in accounting or financial reporting practices by the Borrower or any Subsidiary; (d) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; (ve) within two (2) Business Days after the occurrence thereof, any Loan Party or any Subsidiary entering into a Swap Contract or an amendment to a Swap Contract, together with copies of all agreements evidencing such Swap Contract or amendment; (f) any event, circumstance or condition that has resultedchange in the credit ratings from a credit rating agency, or has the placement by a reasonable likelihood credit rating agency of resulting any Loan Party on a “Credit Watch” or “WatchList” or any similar list, in either each case with negative implications, or the cessation by a credit rating agency of, or its intent to cease, rating such Loan Party’s debt; (g) any other development that results in, or could reasonably be expected to result in, a Material Adverse Change Effect; and (h) any change in the information provided in any Beneficial Ownership Certification delivered to the Lender that would result in a change to the list of beneficial owners identified in such certification. Each notice delivered under this Section shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth the details of the event or a Material Adverse Effect development requiring such notice and any action taken or proposed to be taken with respect to Seller; (vi) any material modifications to the Seller’s underwriting or acquisition guidelines; (vii) [RESERVED]; (viii) upon Seller becoming aware of any penalties, sanctions or charges levied, or threatened to be levied (which in the case of any penalties, sanctions or charges of a monetary nature, the amount of any such penalty, sanction or charge is material), against Seller or any change or threatened change in Approval status, or the commencement of any non-routine audit, investigation, or the institution of any action or the threat of institution of any action against Seller by any Agency, HUD, FHA or VA or any other agency, or any supervisory or regulatory Government Authority supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, Seller; (ix) any consolidation or merger of Seller, any Change in Control of Seller, or any sale of all or substantially all of Seller’s Property; or (x) upon Seller becoming aware of any termination or threatened termination by an Agency of the Custodian as an eligible custodian.thereto. DOCPROPERTY DOCXDOCID DMS=HummingbirdDM5 Format=<<LIB>>\<<NUM>>v<<VER>> \* MERGEFORMAT CHAR1\1809416v7

Notice of Material Events. Seller shall promptly The Issuer will, in addition to any other notices, certificates or information provided pursuant to this Agreement, inform Purchaser and Agent Ambac in writing of the occurrence of any of the following, promptly upon becoming aware thereof: (i) the commencement or threat of any Default, Event rule-making or disciplinary proceeding or the promulgation of Default by Seller any proposed or Guarantor or any other Person final rule (other than Purchaser a rule or Purchaser’s Affiliatesproceeding which has general applicability to Persons including the Issuer) of which could result in a Material Adverse Change with respect to the Issuer or impair in any material obligation under any Program Document, or respect the occurrence or existence of any event or circumstance that Seller reasonably expects will with security interest created by the passage of time become a Default, Event of Default by Seller or any other Person;Pledge and Intercreditor Agreement in the Collateral; and (ii) the commencement of any change proceedings by or against it in any court of competent jurisdiction or before any governmental body or agency, or before any arbitration board, or the threat of any such proceedings, which either (i) involves an amount in dispute in excess of $25,000,000 (or, during the 18 months following the date hereof, $15,000,000) with the Issuer or (ii) if adversely determined, could result in a Material Adverse Change with respect to the Issuer or impair in any material respect the security interest created by the Pledge and Intercreditor Agreement in the insurance coverage of Seller as required to be maintained pursuant to Section 14(q) hereof, or any other Person pursuant to any Program Document, with copy of evidence of same attachedCollateral; (iii) the commencement ofreceipt of notice from any agency or governmental body having authority over the conduct of its business that (A) it is being placed under regulatory supervision, (B) any license, permit, charter, membership or registration material to the conduct of its business is to be suspended or revoked, or (C) it is to cease and desist any determination inpractice, any dispute, litigation, investigation, proceeding, sanctions procedure or suspension between Seller or Guarantor, on policy employed by it in the one handconduct of its business, and any Governmental Authority (or any other Person, but only such cessation could result in a Material Adverse Change with respect to the Issuer or impair in any material litigation), on respect the othersecurity interest created by the Pledge and Intercreditor Agreement in the Collateral; (iv) any change in accounting policies the location of Issuer's jurisdiction of organization or financial reporting practices any change in the location of Seller which could reasonably be expected to have a Material Adverse Effectthe Issuer's books and records; (v) the occurrence of any event, circumstance Default or condition that has resulted, or has a reasonable likelihood Event of resulting in either a Material Adverse Change or a Material Adverse Effect with respect to SellerDefault; (vi) the commencement of any material modifications to proceedings by or against the Seller’s underwriting Issuer under any applicable bankruptcy, reorganization, liquidation, rehabilitation, insolvency or acquisition guidelinesother similar law now or hereafter in effect or of any proceeding in which a receiver, liquidator, conservator, trustee or similar official shall have been, or may be, appointed or requested for the Issuer or any of its assets; (vii) [RESERVED];the annual renewal (with a copy) of, and any material change to, the insurance maintained pursuant to Section 2.2(d) hereof; and (viii) upon Seller becoming aware the receipt of notice of any penalties, sanctions claim or charges levied, or threatened to be levied (which in the case of any penalties, sanctions or charges of a monetary nature, the amount of any such penalty, sanction or charge is material), against Seller or any change or threatened change in Approval status, or the commencement of any non-routine audit, investigation, or the institution of any action or the threat of institution of any action against Seller order by any Agency, HUD, FHA or VA or any other agency, or any supervisory or regulatory Government Authority supervising or regulating taxing authority that material taxes are owed by the origination or servicing of mortgage loans by, or the issuer status of, Seller; (ix) any consolidation or merger of Seller, any Change in Control of Seller, or any sale of all or substantially all of Seller’s Property; or (x) upon Seller becoming aware of any termination or threatened termination by an Agency of the Custodian as an eligible custodianIssuer.

Notice of Material Events. To the extent not otherwise prohibited from disclosing, Seller shall promptly inform Purchaser and Agent in writing (via electronic mail to [***] and [***] or such other email address as Agent may furnish to Seller from time to time by written notice) of any of the followingfollowing of which any Responsible Officer is aware: (iiv) any Default, Event of Default by Seller or Guarantor or any other Person (other than Purchaser or Purchaser’s Affiliates) of any material obligation under any Program Document, or the occurrence or existence of any event or circumstance that Seller reasonably expects will with the passage of time become a Default, Event of Default by Seller Document or any other PersonServicer Termination Event; (iiv) any material adverse change in the insurance coverage of Seller as required to be maintained pursuant to Section 14(q1415(q) hereof, or any other Person pursuant to any Program Document, with copy of evidence of same attached; (iiivi) the commencement of, or any determination in, any material dispute, litigation, investigation, proceeding, sanctions or suspension between Seller or GuarantorSeller, on the one hand, and any Governmental Authority (or any other Person, but only with respect to material litigation), on the otherother (other than any investigation or proceeding conducted in the ordinary course of business by a state licensing authority) that is reasonably likely to have a Material Adverse Effect; (ivvii) any material change in accounting policies or financial reporting practices of Seller which could reasonably be expected to have a Material Adverse Effect; (vviii) any event, circumstance or condition that has resulted, or has a reasonable likelihood of resulting in either a Material Adverse Change or a Material Adverse Effect with respect to Seller; (viix) any material modifications to the Seller’s underwriting or acquisition guidelinesguidelines that relate to Mortgage Loans that are not Agency Mortgage Loans; (viix) [RESERVED]any changes to Seller’s corporate leverage covenant; (viiixi) upon Seller becoming aware of any penalties, sanctions or charges levied, or threatened in writing to be levied (which in the case of any penalties, sanctions or charges of a monetary nature, the amount of any such penalty, sanction or charge is material)levied, against Seller or any change, or change or threatened change in writing, in Approval status, or the commencement of any non-routine audit, investigationactions taken, or the institution of any action or the threat of institution of any action threatened in writing to be taken, against Seller by or disputes in writing between Seller and any Applicable Agency, HUD, FHA or VA or any other agency, or any supervisory or regulatory Government Governmental Authority (including, but not limited to HUD, FHA and VA) supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, SellerSeller (which, in the event of a Governmental Authority, could reasonably be expected to have a Material Adverse Effect); (ixxii) any consolidation or merger of Seller, any Change in Control of Seller, or any sale of all or substantially all of Seller’s Property; or; (xxiii) upon Seller becoming aware of any termination or threatened termination by an Agency of the Custodian as an eligible custodian; or (xiv) change in Seller’s name, type of organization or jurisdiction of organization (or the organizational identification number, if any, issued by such jurisdiction to Seller), its chief place of business and chief executive office, as set forth in Section 1314(s) and in the Master Netting Agreement, without at least ten (10) days’ prior written notice to Purchaser.

Notice of Material Events. Seller shall promptly inform Purchaser and Agent in writing of any of the following: (i) any Default, Event of Default by Seller or Guarantor or any other Person (other than Purchaser or Purchaser’s Affiliates) of any material obligation under any Program Document, or the occurrence or existence of any event or circumstance that Seller reasonably expects will with the passage of time become a Default, Event of Default by Seller or any other Person; (ii) any change material reduction in the insurance coverage of Seller RMS as required to be maintained pursuant to Section 14(q) hereof, or any other Person pursuant to any Program Document, with copy of evidence of same attached; (iii) the commencement of, or any determination in, any dispute, litigation, investigation, proceeding, sanctions or suspension between Seller or Guarantor, on the one hand, and any Governmental Authority (or any other Person, but only with respect to material litigation), on the otherother which, in any case, could reasonably be expected to have a Material Adverse Effect with respect to the Seller; (iv) any change in accounting policies or financial reporting practices of Seller which could reasonably be expected to have a Material Adverse Effect; (v) any event, circumstance or condition that has resulted, or has a reasonable likelihood of resulting in either a Material Adverse Change or a Material Adverse Effect with respect to Seller; (vi) any material modifications to the Seller’s underwriting or acquisition guidelines[RESERVED]; (vii) [RESERVED]; (viii) upon Seller becoming aware of any penalties, sanctions or charges levied, or threatened to be levied (which in the case of any penalties, sanctions or charges of a monetary nature, the amount of any such penalty, sanction or charge is material), against Seller or any change or threatened change in Approval status, or the commencement of any non-routine audit, investigation, or the institution of any action or the threat of institution of any action against Seller by any Agency, HUD, FHA or VA or any other agency, or any supervisory or regulatory Government Governmental Authority (including, but not limited to HUD and FHA) supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, Seller, notice of which is permited to be given by Seller under applicable law, rule or regulation; (ix) any consolidation or merger of Seller, any Change in Control of Seller, or any sale of all or substantially all of Seller’s PropertyProperty (other than the sale of Mortgage Loans, REO Properties or Servicing Rights, in whole or in part, in the ordinary course of Seller’s business, a securitization transaction or any other transaction permitted under the Program Documents), provided that such notice may be given in accordance with the period of time indicated in Section 14(p); or (x) upon Seller becoming aware of any termination or threatened termination by an the Agency of the Custodian as an eligible custodian.

Notice of Material Events. Seller shall promptly inform Purchaser and Agent in writing of any of the following: (i) any Default, Event of Default by Seller or Guarantor or any other Person (other than Purchaser or Purchaser’s Affiliates) of any material obligation under any Program Document, or the occurrence or existence of any event or circumstance that Seller reasonably expects will with the passage of time become a Default, Event of Default by Seller or any other Person; (ii) any change in the insurance coverage of Seller as required to be maintained pursuant to Section 14(q) hereof, or any other Person pursuant to any Program Document, with copy of evidence of same attached; (iii) the commencement of, or any determination in, any dispute, litigation, investigation, proceeding, sanctions or suspension between Guarantor, Seller or Guarantorits Parent Company, on the one hand, and any Governmental Authority (or any other Person, but only with respect to material litigation), ) on the other; (iv) any change in accounting policies or financial reporting practices of Seller which could reasonably be expected to have a Material Adverse Effect; (v) any event, circumstance or condition that has resulted, or has a reasonable likelihood of resulting in either a Material Adverse Change or a Material Adverse Effect with respect to SellerSeller or Guarantor; (vi) any material modifications to the Seller’s underwriting or acquisition guidelines; (vii) [RESERVED]any more restrictive financial covenants or margin maintenance notice and compliance requirements Seller becomes subject to or any more restrictive change or modification to any financial covenants or margin maintenance notice and compliance requirements Seller is obligated to comply with, in either case, under any agreement for Indebtedness or any waiver of compliance with such financial covenants or any margin call that is material to Seller; (viii) upon Seller becoming aware of any penalties, sanctions or charges levied, or threatened to be levied (which in the case of any penalties, sanctions or charges of a monetary nature, the amount of any such penalty, sanction or charge is material)levied, against Seller or any change change, or threatened change change, in Approval status, or the commencement of any non-routine audit, investigationactions taken, or the institution of any action or the threat of institution of any action threatened to be taken, against Seller by or disputes between Seller and any Applicable Agency, HUD, FHA or VA or any other agency, or any supervisory or regulatory Government Authority (including, but not limited to HUD, FHA and VA) supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, Seller; (ix) any consolidation or merger of Seller, any Change in Control of SellerSeller or Guarantor, or any sale of all or substantially all of Seller’s Property or Guarantor’s Property; or (x) upon Seller becoming aware of any termination or threatened termination by an Agency of the Custodian as an eligible custodian.

Notice of Material Events. Seller The Borrower shall inform the Collateral Agent and the Administrative Agent (who shall inform the Back-Up Servicer) promptly inform Purchaser and Agent (but in any event within three (3) Business Days (or, in the case of clause (i)(G) below, ten (10) Business Days) after a Responsible Officer of the Borrower has knowledge of the occurrence of such event) in writing of the occurrence of any of the following: (i) any the occurrence of (A) an Amortization Event, (B) an Unmatured Amortization Event, (C) an Event of Default, (D) an Unmatured Event of Default by Seller Default, (E) a Servicer Termination Event, (F) an Unmatured Servicer Termination Event or Guarantor (G) a Competitor Regulatory Event that could reasonably be expected to materially and adversely affect the brokering, underwriting, origination, collection or any other Person servicing of the Receivables and/or the related RISCs (other than Purchaser or Purchaser’s Affiliates) unless notice of any material obligation under any Program Document, or the occurrence or existence of any event or circumstance such Competitor Regulatory Event is publicly available), it being understood that Seller reasonably expects will with the passage of time become a Default, Event of Default by Seller or any other PersonBorrower shall be deemed to have satisfied its obligations under this clause (G) if it has used commercially reasonable efforts to provide such notice; (ii) any change event or circumstance, including the submission of any claim or the initiation or threat in the insurance coverage writing of Seller as required to be maintained pursuant to Section 14(q) hereofany legal process, litigation or administrative or judicial investigation, or any other Person pursuant to any Program Document, with copy of evidence of same attached; (iii) the commencement of, rule making or any determination in, any dispute, litigation, investigation, disciplinary proceeding, sanctions or suspension between Seller or Guarantorin each case affecting a SmileDirect Entity, on the one hand, and any Governmental Authority (or any other Person, but only with respect to material litigation), on the other; (iv) any change in accounting policies or financial reporting practices of Seller which could that would reasonably be expected to have a Material Adverse Effect; (viii) the commencement of any proceedings by or against any Credit Party under any applicable bankruptcy, reorganization, liquidation, rehabilitation, insolvency or other similar law now or hereafter in effect or of any proceeding in which a receiver, liquidator, conservator, trustee or similar official shall have been appointed or requested for any Credit Party or any of their respective assets; (iv) (A) any eventCredit Party that is not under regulatory supervision on the Closing Date being placed under regulatory supervision, circumstance (B) any license, permit, charter, registration or condition that has resultedapproval material to the conduct of any Credit Party’s business being suspended, revoked or not obtained, or has (C) any Credit Party being ordered by a reasonable likelihood Regulatory Authority to cease and desist any practice, procedure or policy employed by such Credit Party in the conduct of resulting in either its business, and such cessation would reasonably be expected to have a Material Adverse Change Effect; and (v) the receipt by the Borrower or any of its Affiliates of any subpoena or request for information (a subpoena or similar request for information being referred to herein as a “Request”) from any federal, state or local government entity, agency, self-regulatory body or officer thereof, except for (x) routine Requests for information received in the ordinary course of the Borrower’s or any of its Affiliates business, (y) Requests with respect to a single RISC so long as class action status has not been obtained and is not being sought in connection therewith or (z) any Request from any state board of dentistry that could not reasonably be expected to have a Material Adverse Effect with respect Effect; provided that, the exceptions set forth in clauses (x), (y) and (z) shall not apply to Seller;any Requests (i) received from the Consumer Financial Protection Bureau or any financial self-regulatory body (including any securities or commodities exchange or the Financial Industry Regulatory Authority, Inc.) or (ii) received from any Regulatory Authority relating to the marketing activity or alleged unfair practices of the Borrower or any of its Affiliates, unless such Request relates solely to five or fewer RISCs for which class action status has not been obtained and is not being sought in connection therewith. (vi) any material modifications to the Seller’s underwriting or acquisition guidelines; (vii) [RESERVED]; (viii) upon Seller becoming aware occurrence of any penalties, sanctions or charges levied, or threatened to be levied (which in the case of any penalties, sanctions or charges of a monetary nature, the amount of any such penalty, sanction or charge is material), against Seller or any change or threatened change in Approval status, or the commencement of any non-routine audit, investigation, or the institution of any action or the threat of institution of any action against Seller by any Agency, HUD, FHA or VA or any other agency, or any supervisory or regulatory Government Authority supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, Seller; (ix) any consolidation or merger of Seller, any Change in Control of Seller, or any sale of all or substantially all of Seller’s Property; or (x) upon Seller becoming aware of any termination or threatened termination by an Agency of the Custodian as an eligible custodianERISA Event.

Notice of Material Events. Seller shall promptly inform Purchaser and Agent in writing of any of the followingfollowing of which any Responsible Officer is aware: (i) any Default, Event of Default by Seller or Guarantor or any other Person (other than Purchaser or Purchaser’s Affiliates) of any material obligation under any Program DocumentDocument or any Servicer Termination Event, or the occurrence any default or existence event of any event default (howsoever defined thereunder) for an amount equal to or circumstance that Seller reasonably expects will with the passage of time become a Default, Event of Default greater than [***] by Seller or under any other PersonOther Agreement; (ii) Seller’s failure to comply with any change financial covenant or margin maintenance requirement under any agreement for Indebtedness; (iii) any material decrease in the insurance coverage of Seller as required to be maintained pursuant to Section 14(q) hereof, or any other Person pursuant to any Program DocumentDocuments, with copy of evidence of same attached; (iiiiv) the commencement of, or any determination in, any material dispute, litigation, investigation, proceeding, sanctions or suspension between Seller or Guarantorits Parent Company, on the one hand, and any Governmental Authority (or any other Person, but only with respect to material litigation), on the other, which is equal to or exceeds [***] in the aggregate; (ivv) any material change in accounting policies or financial reporting practices of Seller which could reasonably be expected to have a Material Adverse Effect; (vvi) any event, circumstance or condition that has resulted, or has a reasonable likelihood of resulting in either a Material Adverse Change or a Material Adverse Effect with respect to Seller; (vivii) any material modifications to the Seller’s underwriting or acquisition guidelines; (vii) [RESERVED]guidelines other than changes made in conformity to changes made by Agencies; (viii) upon Seller becoming aware of if Seller’s, to the extent it is a Servicer, HUD ranking falls below “Tier 2” lender; (ix) any penalties, sanctions or charges levied, or threatened to be levied (which in the case of any penalties, sanctions or charges of a monetary nature, the amount of any such penalty, sanction or charge is material)levied, against Seller or any Servicer or any change, or change or threatened change threatened, in Approval status, or the commencement of any non-routine audit, investigationactions taken, or the institution of any action or the threat of institution of any action threatened in writing to be taken, against Seller or Servicer by or disputes in writing between Seller or Servicer and any Applicable Agency, HUD, FHA or VA or any other agency, or any supervisory or regulatory Government Governmental Authority (including, but not limited to HUD, FHA and VA) supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, Seller;Seller or any Servicer (which, in the event of a Governmental Authority, could reasonably be expected to have a Material Adverse Effect); or (ixx) any consolidation or merger of Seller, any Change in Control of Seller, or any sale of all or substantially all of Seller’s Property; or (x) upon Seller becoming aware of any termination or threatened termination by an Agency of the Custodian as an eligible custodian.

Notice of Material Events. Seller shall promptly inform Purchaser Purchasers and Agent in writing of any of the following: (i) any Default, Event of Default by Seller or Guarantor or any other Person (other than Purchaser Purchasers or Purchaser’s Purchasers' Affiliates) of any material obligation under any Program Document, or the occurrence or existence of any event or circumstance that Seller reasonably expects will with the passage of time become a Default, Event of Default by Seller or any other Person; (ii) any material change in the insurance coverage of Seller as required to be maintained pursuant to Section 14(q) hereof, or any other Person pursuant to any Program Document, with copy of evidence of same attached; (iii) the commencement of, or any determination in, any material dispute, litigation, investigation, proceeding, sanctions or suspension between Seller or Guarantorits Parent Company, on the one hand, and any Governmental Authority (or any other Person, but only with respect to material litigation), on the other; (iv) any material change in accounting policies or financial reporting practices of Seller which could reasonably be expected to have a Material Adverse Effect; (v) any event, circumstance or condition that has resulted, or has a reasonable likelihood of resulting in either a Material Adverse Change or a Material Adverse Effect with respect to Seller; (vi) any material modifications to the Seller’s 's underwriting or acquisition guidelines; (vii) [RESERVED]any financial covenants or margin maintenance requirements Seller becomes subject to or any change or modification to, or waiver of compliance with, any financial covenants or margin maintenance requirements Seller is obligated to comply with, in either case, under any agreement for Indebtedness; (viii) upon Seller becoming aware of any penalties, sanctions or charges levied, or threatened to be levied (which in the case of any penalties, sanctions or charges of a monetary nature, the amount of any such penalty, sanction or charge is material)levied, against Seller or any change change, or threatened change change, in Approval status, or the commencement of any non-routine audit, investigationactions taken, or the institution of any action or the threat of institution of any action threatened to be taken, against Seller by or disputes between Seller and any Applicable Agency, HUD, FHA or VA or any other agency, or any supervisory or regulatory Government Authority (including, but not limited to HUD, FHA and VA) supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, Seller; (ix) any consolidation or merger of Seller, any Change in Control of Seller, or any sale of all or substantially all of Seller’s Property; or (x) upon promptly after Seller becoming aware of any termination or threatened termination by an Agency of the Custodian as an eligible custodian.

Notice of Material Events. Seller shall promptly inform Purchaser Purchasers and Agent in writing of any of the following: (i) any Default, Default or Event of Default by Seller or Guarantor or any other Person (other than Purchaser or Purchaser’s Affiliates) of any material obligation under any Program Document, or the occurrence or existence of any event or circumstance that Seller reasonably expects will with the passage of time become a Default, Event of Default by Seller or any other Person; (ii) any material and adverse change in the insurance coverage of Seller as required to be maintained pursuant to Section 14(q) hereof, or any other Person pursuant to any Program Document, hereof with copy of evidence of same attached; (iii) the commencement ofany dispute (other than non-material disputes), or any determination inlitigation (other than non-material litigation), any dispute, litigation, investigationinvestigation (other than non-material investigations), proceeding, sanctions or suspension between Seller or GuarantorSeller, on the one hand, and any Governmental Authority (or any other Person, but only with respect to material litigation), on the other, and not in the ordinary course of Seller’s business; (iv) any material change in accounting policies or financial reporting practices of Seller which could reasonably be expected to have a Material Adverse Effect; (v) any event, circumstance or condition that has resulted, or has a reasonable likelihood of resulting in either a Material Adverse Change or a Material Adverse Effect with respect to Seller; (vi) any material modifications to the Seller’s underwriting or acquisition guidelines; (vii) [RESERVED]any waiver of compliance with any financial covenants that the Seller is obligated to comply with under any warehouse facility; (viii) upon Seller becoming aware of any material penalties, sanctions or charges levied, or threatened in writing to be levied (which in the case of any penalties, sanctions or charges of a monetary nature, the amount of any such penalty, sanction or charge is material)levied, against Seller or any material change, or change threatened in writing, in Approval status (from and after the date on which Seller first obtained or obtains such Approvals), or material actions taken, or threatened change in Approval statuswriting to be taken, or the commencement of any non-routine audit, investigation, or the institution of any action or the threat of institution of any action against Seller by or material disputes in writing between Seller and any Applicable Agency, HUD, FHA or VA or any other agency, or any supervisory or regulatory Government Governmental Authority (including, but not limited to HUD, FHA and VA) supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, Seller; provided that the foregoing notice provisions shall not apply to compensatory fees incurred in the normal course of servicing Agency loans; (ix) the occurrence of any consolidation transaction defined in clause (ii) of the definition of “Permitted Affiliate Transaction”; or (x) any Merger Event or merger of Seller, any Change in Control of Seller, or any sale of all or substantially all of Seller’s Property; or (x) upon Seller becoming aware of any termination or threatened termination by an Agency of the Custodian as an eligible custodian.

Notice of Material Events. Seller shall promptly inform Purchaser and Agent ▇▇▇▇▇ in writing of any of the following: (i) : any Default, Default or Event of Default by Seller or Guarantor or any other Person (other than Purchaser Buyer or PurchaserBuyer’s Affiliates) of any material obligation under any Program Document, or the occurrence or existence of any event or circumstance that Seller reasonably expects will with the passage of time become a Default, Default or Event of Default by Seller or any other Person; (ii) ; any material change in the insurance coverage of Seller as required to be maintained pursuant to Section 14(q21(q) hereof, or any other Person pursuant to any Program Document, with copy of evidence of same attached; (iii) ; the commencement of, or any determination in, any material dispute, litigation, investigation, proceeding, sanctions or suspension between Seller or Guarantorits Parent Company, on the one hand, and any Governmental Authority (or any other Person, but only with respect to material litigation), ) on the other; (iv) ; any material change in accounting policies or financial reporting practices of Seller which could reasonably be expected to have a Material Adverse Effect; (v) ; any event, circumstance or condition that has resulted, or has a reasonable likelihood of resulting in either a Material Adverse Change or a Material Adverse Effect with respect to Seller; (vi) ; any material modifications to the Seller’s underwriting or acquisition guidelines; (vii) [RESERVED]; (viii) upon ; any waiver of compliance with, any financial covenants or margin maintenance requirements Seller becoming aware of is obligated to comply with, in either case, under any agreement for Indebtedness; any material penalties, sanctions or charges levied, levied or threatened to be levied (which in the case of any penalties, sanctions or charges of a monetary nature, the amount of any such penalty, sanction or charge is material)writing, against Seller or any material change or threatened change in writing, in Approval status, or the commencement of any non-routine auditactions taken or threatened in writing, investigation, or the institution of any action or the threat of institution of any action against Seller by or disputes between Seller and any Applicable Agency, HUD, FHA or VA or any other agency, or any supervisory or regulatory Government Governmental Authority (including, but not limited to HUD, FHA and VA) supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, Seller; (ix) any consolidation or merger of Seller, ; any Change in Control of Seller, ; or any sale of all or substantially all of Seller’s Property; or (x) upon Seller promptly after ▇▇▇▇▇▇ becoming aware of any termination or threatened termination by an Agency of the Custodian as an eligible custodian.

Notice of Material Events. Seller shall promptly The Borrower will, in addition to any other notices, certificates or information provided pursuant to this Agreement, inform Purchaser and Agent Ambac in writing of the occurrence of any of the following, promptly upon becoming aware thereof: (i) the commencement or threat of any Default, Event rule-making or disciplinary proceeding or the promulgation of Default by Seller any proposed or Guarantor or any other Person final rule (other than Purchaser a rule or Purchaser’s Affiliatesproceeding which has general applicability to Persons including the Borrower) of which could result in a Material Adverse Change with respect to the Borrower or impair in any material obligation under any Program Document, or respect the occurrence or existence of any event or circumstance that Seller reasonably expects will with security interest created by the passage of time become a Default, Event of Default by Seller or any other Person;Pledge and Intercreditor Agreement in the Collateral; and (ii) the commencement of any change proceedings by or against it in any court of competent jurisdiction or before any governmental body or agency, or before any arbitration board, or the threat of any such proceedings, which either (i) involves an amount in dispute in excess of $11,000,000 (or, during the 18 months following the date hereof, $6,500,000) with the Borrower or (ii) if adversely determined, could result in a Material Adverse Change with respect to the Borrower or impair in any material respect the security interest created by the Pledge and Intercreditor Agreement in the insurance coverage of Seller as required to be maintained pursuant to Section 14(q) hereof, or any other Person pursuant to any Program Document, with copy of evidence of same attachedCollateral; (iii) the commencement ofreceipt of notice from any agency or governmental body having authority over the conduct of its business that (A) it is being placed under regulatory supervision, (B) any license, permit, charter, membership or registration material to the conduct of its business is to be suspended or revoked, or (C) it is to cease and desist any determination inpractice, any dispute, litigation, investigation, proceeding, sanctions procedure or suspension between Seller or Guarantor, on policy employed by it in the one handconduct of its business, and any Governmental Authority (or any other Person, but only such cessation could result in a Material Adverse Change with respect to the Borrower or impair in any material litigation), on respect the othersecurity interest created by the Pledge and Intercreditor Agreement in the Collateral; (iv) any change in accounting policies the location of Borrower's jurisdiction of organization or financial reporting practices any change in the location of Seller which could reasonably be expected to have a Material Adverse Effectthe Borrower's books and records; (v) the occurrence of any event, circumstance Default or condition that has resulted, or has a reasonable likelihood Event of resulting in either a Material Adverse Change or a Material Adverse Effect with respect to SellerDefault; (vi) the commencement of any material modifications to proceedings by or against the Seller’s underwriting Borrower under any applicable bankruptcy, reorganization, liquidation, rehabilitation, insolvency or acquisition guidelinesother similar law now or hereafter in effect or of any proceeding in which a receiver, liquidator, conservator, trustee or similar official shall have been, or may be, appointed or requested for the Borrower or any of its assets; (vii) [RESERVED];the annual renewal (with a copy) of, and any material change to, the insurance maintained pursuant to Section 2.2(d) hereof; and (viii) upon Seller becoming aware the receipt of notice of any penalties, sanctions claim or charges levied, or threatened to be levied (which in the case of any penalties, sanctions or charges of a monetary nature, the amount of any such penalty, sanction or charge is material), against Seller or any change or threatened change in Approval status, or the commencement of any non-routine audit, investigation, or the institution of any action or the threat of institution of any action against Seller order by any Agency, HUD, FHA or VA or any other agency, or any supervisory or regulatory Government Authority supervising or regulating taxing authority that material taxes are owed by the origination or servicing of mortgage loans by, or the issuer status of, Seller; (ix) any consolidation or merger of Seller, any Change in Control of Seller, or any sale of all or substantially all of Seller’s Property; or (x) upon Seller becoming aware of any termination or threatened termination by an Agency of the Custodian as an eligible custodianBorrower.

Notice of Material Events. Seller The Borrower shall inform the Collateral Agent and the Administrative Agent (who shall inform the Back‑Up Servicer) promptly inform Purchaser and Agent (but in any event within three (3) Business Days (or, in the case of clause (i)(G) below, ten (10) Business Days) after a Responsible Officer of the Borrower has knowledge of the occurrence of such event) in writing of the occurrence of any of the following: (i) any the occurrence of (A) [Reserved], (B) [Reserved], (C) an Event of Default, (D) an Unmatured Event of Default by Seller Default, (F) a Servicer Termination Event, (E) an Unmatured Servicer Termination Event or Guarantor (G) a Regulatory Event or any other Person Competitor Regulatory Event that could reasonably be expected to materially and adversely affect the brokering, underwriting, origination, collection or servicing of the Receivables and/or the related RISCs (other than Purchaser or Purchaser’s Affiliates) unless notice of any material obligation under any Program Document, or the occurrence of such Regulatory Event or existence of any event or circumstance Competitor Regulatory Event is publicly available), it being understood that Seller reasonably expects will with the passage of time become a Default, Event of Default by Seller or any other PersonBorrower shall be deemed to have satisfied its obligations under this clause (G) if it has used commercially reasonable efforts to provide such notice; (ii) any change event or circumstance, including the submission of any claim or the initiation or threat in the insurance coverage writing of Seller as required to be maintained pursuant to Section 14(q) hereofany legal process, litigation or administrative or judicial investigation, or any other Person pursuant to any Program Document, with copy of evidence of same attached; (iii) the commencement of, rule making or any determination in, any dispute, litigation, investigation, disciplinary proceeding, sanctions or suspension between Seller or Guarantorin each case affecting a SmileDirect Entity, on the one hand, and any Governmental Authority (or any other Person, but only with respect to material litigation), on the other; (iv) any change in accounting policies or financial reporting practices of Seller which could that would reasonably be expected to have a Material Adverse Effect; (viii) the commencement of any proceedings by or against any Credit Party under any applicable bankruptcy, reorganization, liquidation, rehabilitation, insolvency or other similar law now or hereafter in effect or of any proceeding in which a receiver, liquidator, conservator, trustee or similar official shall have been appointed or requested for any Credit Party or any of their respective assets; (iv) (A) any eventCredit Party that is not under regulatory supervision on the Closing Date being placed under regulatory supervision, circumstance (B) any license, permit, charter, registration or condition that has resultedapproval material to the conduct of any Credit Party’s business being suspended, revoked or not obtained, or has (C) any Credit Party being ordered by a reasonable likelihood Regulatory Authority to cease and desist any practice, procedure or policy employed by such Credit Party in the conduct of resulting in either its business, and such cessation would reasonably be expected to have a Material Adverse Change Effect; and (v) the receipt by the Borrower or any of its Affiliates of any subpoena or request for information (a subpoena or similar request for information being referred to herein as a “Request”) from any federal, state or local government entity, agency, self‑regulatory body or officer thereof, except for (x) routine Requests for information received in the ordinary course of the Borrower’s or any of its Affiliates business, (y) Requests with respect to a single RISC so long as class action status has not been obtained and is not being sought in connection therewith or (z) any Request from any state board of dentistry that could not reasonably be expected to have a Material Adverse Effect with respect Effect; provided that, the exceptions set forth in clauses (x), (y) and (z) shall not apply to Seller;any Requests (i) received from the Consumer Financial Protection Bureau or any financial self‑regulatory body (including any securities or commodities exchange or the Financial Industry Regulatory Authority, Inc.) or (ii) received from any Regulatory Authority relating to the marketing activity or alleged unfair practices of the Borrower or any of its Affiliates, unless such Request relates solely to five or fewer RISCs for which class action status has not been obtained and is not being sought in connection therewith. (vi) any material modifications to the Seller’s underwriting or acquisition guidelines; (vii) [RESERVED]; (viii) upon Seller becoming aware occurrence of any penalties, sanctions or charges levied, or threatened to be levied (which in the case of any penalties, sanctions or charges of a monetary nature, the amount of any such penalty, sanction or charge is material), against Seller or any change or threatened change in Approval status, or the commencement of any non-routine audit, investigation, or the institution of any action or the threat of institution of any action against Seller by any Agency, HUD, FHA or VA or any other agency, or any supervisory or regulatory Government Authority supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, Seller; (ix) any consolidation or merger of Seller, any Change in Control of Seller, or any sale of all or substantially all of Seller’s Property; or (x) upon Seller becoming aware of any termination or threatened termination by an Agency of the Custodian as an eligible custodianERISA Event.

Notice of Material Events. Seller The Servicer and the Originator shall be obligated (which obligation shall be satisfied as to each if performed by either the Servicer or the Originator) promptly to inform Purchaser and Agent the Insurer in writing of the occurrence of any of the followingfollowing only to the extent each has actual knowledge, notice or reason to know of such event: (i) any Default, Event of Default by Seller or Guarantor or any other Person (other than Purchaser or Purchaser’s Affiliates) the submission of any material obligation under claim or the initiation or threat of any Program Documentlegal process, litigation or administrative or judicial investigation, or rule making or disciplinary proceeding by or against the occurrence Servicer or existence the Originator (A) that could result in a Material Adverse Change with respect to the Seller, the Issuer or the Insurer pertaining to the Contracts in general, (B) that could result in a Material Adverse Change with respect to a material portion of any event the Contracts or circumstance (C) in which a request has been made for certification as a class action (or equivalent relief) that Seller reasonably expects will with would involve a material portion of the passage of time become a Default, Event of Default by Seller or any other PersonContracts; (ii) the submission of any change claim or the initiation or threat of any legal process, litigation or administrative or judicial investigation in the insurance coverage of Seller as required to be maintained pursuant to Section 14(q) hereofany federal, state or local court or before any arbitration board, or any other Person pursuant such proceeding threatened by any government agency, which, if adversely determined, would result in a Material Adverse Change with respect to any Program Documentthe Seller, with copy of evidence of same attachedthe Issuer, the Owners or the Insurer; (iii) any change in the commencement of, location of the Servicer’s or the Originator’s principal offices or any determination inchange in the location of the Servicer’s or the Originator’s books and records, any disputejurisdiction of organization, litigation, investigation, proceeding, sanctions or suspension between Seller or Guarantor, legal name as indicated on the one hand, and any Governmental Authority (public records of the Servicer’s or any other Person, but only with respect the Originator’s jurisdiction of organization which shows the Servicer or the Originator to material litigation), on the otherbe organized; (iv) the occurrence of any change in accounting policies Default or financial reporting practices Event of Seller which could reasonably be expected to have a Default or of any Material Adverse EffectChange; (v) the commencement of any eventproceedings by or against the Servicer or the Originator under any applicable bankruptcy, circumstance reorganization, liquidation, rehabilitation, insolvency or condition that has resultedother similar law now or hereafter in effect or of any proceeding in which a receiver, liquidator, conservator, trustee or similar official shall have been, or has a reasonable likelihood may be, appointed or requested for the Servicer or the Originator or any of resulting in either a Material Adverse Change its or a Material Adverse Effect with respect to Sellertheir assets; (vi) the receipt of notice that (A) the Servicer or the Originator is being placed under regulatory supervision, (B) any material modifications license, permit, charter, registration or approval necessary for the conduct of the Servicer’s or the Originator’s business is to be, or may be suspended or revoked, or (C) the Servicer or the Originator is to cease and desist any practice, procedure or policy employed by the Servicer or the Originator in the conduct of its business, and such cessation may result in a Material Adverse Change with respect to the Seller’s underwriting Servicer or acquisition guidelines;the Originator; or (vii) [RESERVED]; (viii) upon Seller becoming aware the occurrence of any penalties, sanctions Trigger Event or charges levied, or threatened to be levied (which in the case of any penalties, sanctions or charges of a monetary nature, the amount of any such penalty, sanction or charge is material), against Seller or any change or threatened change in Approval status, or the commencement of any non-routine audit, investigation, or the institution of any action or the threat of institution of any action against Seller by any Agency, HUD, FHA or VA or any other agency, or any supervisory or regulatory Government Authority supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, Seller; (ix) any consolidation or merger of Seller, any Change in Control of Seller, or any sale of all or substantially all of Seller’s Property; or (x) upon Seller becoming aware of any termination or threatened termination by an Agency of the Custodian as an eligible custodianReserve Event.

Notice of Material Events. Seller shall promptly inform Purchaser and Agent in writing of any of the following: (i) any Default, Event of Default by Seller or Guarantor or any other Person (other than Purchaser or Purchaser’s Affiliates) of any material obligation under any Program Document, or the occurrence or existence of any event or circumstance that Seller reasonably expects will with the passage of time become a Default, Event of Default by Seller or any other Person; (ii) any change in the insurance coverage of Seller as required to be maintained pursuant to Section 14(q) hereof, or any other Person pursuant to any Program Document, with copy of evidence of same attached; (iii) the commencement of, or any determination in, any dispute, litigation, investigation, proceeding, sanctions or suspension between Guarantor, Seller or Guarantorits Parent Company, on the one hand, and any Governmental Authority (or any other Person, but only with respect to material litigation), ) on the other; (iv) any change in accounting policies or financial reporting practices of Seller which could reasonably be expected to have a Material Adverse Effect; (v) any event, circumstance or condition that has resulted, or has a reasonable likelihood of resulting in either a Material Adverse Change or a Material Adverse Effect with respect to SellerSeller or Guarantor; (vi) any material modifications to the Seller’s underwriting or acquisition guidelines; (vii) [RESERVED]any more restrictive financial covenants or margin maintenance notice and compliance requirements Seller or Guarantor becomes subject to or any more restrictive change or modification to any financial covenants or margin maintenance notice and compliance requirements Seller or Guarantor is obligated to comply with, in either case, under any agreement for Indebtedness or any waiver of compliance with such financial covenants; (viii) upon Seller becoming aware of any penalties, sanctions or charges levied, or threatened to be levied (which in the case of any penalties, sanctions or charges of a monetary nature, the amount of any such penalty, sanction or charge is material)levied, against Seller or any change change, or threatened change change, in Approval status, or the commencement of any non-routine audit, investigationactions taken, or the institution of any action or the threat of institution of any action threatened to be taken, against Seller by or disputes between Seller and any Applicable Agency, HUD, FHA or VA or any other agency, or any supervisory or regulatory Government Authority (including, but not limited to HUD, FHA and VA) supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, Seller; (ix) any consolidation or merger of Seller, any Change in Control of SellerSeller or Guarantor, or any sale of all or substantially all of Seller’s Property or Guarantor’s Property; or (x) upon Seller becoming aware of any termination or threatened termination by an Agency of the Custodian as an eligible custodian.

Notice of Material Events. Seller and Guarantor shall promptly inform Purchaser and Agent in writing of any of the following: (i) any Default, Event of Default by Seller or Guarantor or any other Person (other than Purchaser or Purchaser’s Affiliates) of any material obligation under any Program Document, or the occurrence or existence of any event or circumstance that Seller reasonably expects will with the passage of time become a Default, Event of Default by Seller or any other Person; (ii) any change in the insurance coverage of Seller or Guarantor as required to be maintained pursuant to Section 14(q) hereof, or any other Person pursuant to any Program Document, with copy of evidence of same attached; (iii) the commencement of, or any determination in, any dispute, litigation, investigation, proceeding, sanctions or suspension between Seller or Guarantor, on the one hand, and any Governmental Authority (or any other Person, but only on the other, that has resulted, or has a reasonable likelihood of resulting, in either a Material Adverse Change or a Material Adverse Effect with respect to material litigation)Seller, on the othera Servicer that is an Affiliate of Seller, or Guarantor; (iv) any change in accounting policies or financial reporting practices of Seller or Guarantor which could reasonably be expected to have a Material Adverse Effect; (v) any event, circumstance or condition that has resulted, or has a reasonable likelihood of resulting resulting, in either a Material Adverse Change or a Material Adverse Effect with respect to Seller, a Servicer that is an Affiliate of Seller, or Guarantor; (vi) any material modifications to the SellerServicer’s underwriting or acquisition guidelines; (vii) [RESERVED]any material financial covenants or margin maintenance requirements Seller becomes subject to or any material change or modification to, or waiver of compliance with, any financial covenants or margin maintenance requirements Seller is obligated to comply with, in either case, under any agreement for Indebtedness; (viii) upon Seller becoming aware of any penalties, sanctions or charges levied, or threatened to be levied (which in the case of any penalties, sanctions or charges of a monetary nature, the amount of any such penalty, sanction or charge is material)levied, against Seller or Servicer or any change change, or threatened change change, in Approval status, or the commencement of any non-routine audit, investigationactions taken, or the institution of any action or the threat of institution of any action threatened to be taken, against Seller or Servicer by or disputes between Seller or Servicer and any Applicable Agency, HUD, FHA or VA or any other agency, or any supervisory or regulatory Government Authority (including, but not limited to HUD, FHA and VA) supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, SellerSeller or Servicer; (ix) any consolidation or merger of SellerSeller or Guarantor, any Change in Control of SellerSeller or Guarantor, or any sale of all or substantially all of Seller’s or Guarantor’s Property; or (x) upon Seller becoming aware of any termination or threatened termination by an Agency of the Custodian as an eligible custodian.

Notice of Material Events. Seller shall Borrower shall, promptly inform Purchaser and Agent in writing upon any Responsible Officer of Borrower obtaining knowledge or notice thereof, give notice to Lender of any (i) breach of any of the following: (i) any Default, Event of Default by Seller covenants in Section 15 or Guarantor or any other Person (other than Purchaser or Purchaser’s Affiliates) of any material obligation under any Program Document, or the occurrence or existence of any event or circumstance that Seller reasonably expects will with the passage of time become a Default, Event of Default by Seller or any other Person; 16; (ii) any change in the insurance coverage Default or Event of Seller as required to be maintained pursuant to Section 14(q) hereof, or any other Person pursuant to any Program Document, with copy of evidence of same attached; Default; (iii) the commencement of, or of any determination in, any dispute, litigation, investigation, proceeding, sanctions or suspension between Seller or Guarantor, on the one hand, Material Proceeding; and any Governmental Authority (or any other Person, but only with respect to material litigation), on the other; (iv) any change loss of or damage to any assets of a Covered Person or institution of any proceeding for the condemnation or other taking of any of the assets of a Covered Person, to the extent that such loss, damage or proceeding is likely to give rise to Insurance/Condemnation Proceeds in accounting policies excess of $100,000 or financial reporting practices of Seller which could reasonably be expected to have result in a Material Adverse Effect;. In addition, (v) any event, circumstance or condition that has resulted, or has a reasonable likelihood of resulting in either a Material Adverse Change or a Material Adverse Effect 15.10.1 Borrower shall furnish to Lender from time to time all information which Lender reasonably requests with respect to Seller;the status of any Material Proceeding. 15.10.2 Borrower shall within thirty (vi30) days inform Lender of its receipt of, and deliver to Lender a copy of, any material modifications to the Seller’s underwriting or acquisition guidelines; (viia) [RESERVED]; (viii) upon Seller becoming aware notice that any violation of any penaltiesFDA Law, sanctions Environmental Law or charges leviedEmployment Law may have been committed or is about to be committed by any Covered Person, (b) notice that any administrative or judicial complaint or order has been filed or is about to be filed against any Covered Person alleging violations of any FDA Law, Environmental Law or Employment Law or requiring such Covered Person to take any action in connection with the release of any Hazardous Waste into the environment, (c) notice from a federal, state, or threatened local governmental agency or private party alleging that a Covered Person may be liable or responsible for costs associated with a response to be levied or cleanup of a release of Hazardous Waste into the environment or any damages caused thereby, (which in d) notice that a Covered Person is subject to federal, state or local investigation regarding the case improper transportation, storage, disposal, generation or release into the environment of any penaltiesHazardous Waste, sanctions or charges (e) notice that any properties or assets of a monetary nature, the amount of any such penalty, sanction or charge is material), against Seller or any change or threatened change in Approval status, or the commencement of any non-routine audit, investigation, or the institution of any action or the threat of institution of any action against Seller by any Agency, HUD, FHA or VA or any other agency, or any supervisory or regulatory Government Authority supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, Seller; (ix) any consolidation or merger of Seller, any Change in Control of Seller, or any sale of all or substantially all of Seller’s Property; or (x) upon Seller becoming aware of any termination or threatened termination by an Agency of the Custodian as an eligible custodian.Covered

Notice of Material Events. Seller shall promptly inform Purchaser and Agent in writing of any of the following: (i) any Default, Event of Default by Seller or Guarantor or any other Person (other than Purchaser or Purchaser’s 's Affiliates) of any material obligation under any Program Document, or the occurrence or existence of any event or circumstance that Seller reasonably expects will with the passage of time become a Default, Event of Default by Seller or any other Person; (ii) any material change in the insurance coverage of Seller as required to be maintained pursuant to Section 14(q) hereof, or any other Person pursuant to any Program Document, with copy of evidence of same attached; (iii) the commencement of, or any determination in, any material dispute, litigation, investigation, proceeding, sanctions or suspension between Seller or Guarantorits Parent Company, on the one hand, and any Governmental Authority (or any other Person, but only with respect to material litigation), on the other; (iv) any material change in accounting policies or financial reporting practices of Seller which could reasonably be expected to have a Material Adverse Effect; (v) any event, circumstance or condition that has resulted, or has a reasonable likelihood of resulting in either a Material Adverse Change or a Material Adverse Effect with respect to Seller; (vi) any material modifications to the Seller’s 's underwriting or acquisition guidelines; (vii) [RESERVED]any financial covenants or margin maintenance requirements Seller becomes subject to or any change or modification to, or waiver of compliance with, any financial covenants or margin maintenance requirements Seller is obligated to comply with, in either case, under any agreement for Indebtedness; (viii) upon Seller becoming aware of any penalties, sanctions or charges levied, or threatened to be levied (which in the case of any penalties, sanctions or charges of a monetary nature, the amount of any such penalty, sanction or charge is material)levied, against Seller or any change change, or threatened change change, in Approval status, or the commencement of any non-routine audit, investigationactions taken, or the institution of any action or the threat of institution of any action threatened to be taken, against Seller by or disputes between Seller and any Applicable Agency, HUD, FHA or VA or any other agency, or any supervisory or regulatory Government Authority (including, but not limited to HUD, FHA and VA) supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, Seller; (ix) any consolidation or merger of Seller, any Change in Control of Seller, or any sale of all or substantially all of Seller’s Property; or (x) upon promptly after Seller becoming aware of any termination or threatened termination by an Agency of the Custodian as an eligible custodian.

Notice of Material Events. Seller shall promptly inform Purchaser and Agent in writing of any of the following: (i) any Default, Event of Default by Seller or Guarantor or any other Person (other than Purchaser or Purchaser’s Affiliates) of any material obligation under any Program Document, or the occurrence or existence of any event or circumstance that Seller reasonably expects will with the passage of time become a Default, an Event of Default by Seller or any other Person; (ii) any material change in the insurance coverage of Seller as required to be maintained pursuant to Section 14(q14(o) hereof, or any other Person pursuant to any Program Document, with copy of evidence of same attached; (iii) the commencement of, or any determination in, any material dispute, litigation, investigation, proceeding, sanctions or suspension between Seller or Guarantor, on the one hand, and any Governmental Authority (or any other Person, but only with respect to material litigation), on the other; (iv) any material change in accounting policies or financial reporting practices of Seller or Guarantor which could reasonably be expected to have a Material Adverse Effect; (v) any event, circumstance or condition that has resulted, or has a reasonable likelihood of resulting in either a Material Adverse Change or a Material Adverse Effect with respect to SellerSeller or Guarantor; (vi) any material modifications to the Seller’s underwriting or acquisition guidelinesguidelines used by Seller with respect to the origination or acquisition of Eligible Mortgage Loans; (vii) [RESERVED]any additional material Indebtedness incurred by Seller, including without limitation, any Indebtedness relating to any mortgage servicing rights or corporate or servicing advances, (other than (i) the Existing Indebtedness in amounts not to exceed the amounts specified on Exhibit I hereto and (ii) usual and customary accounts payable for a mortgage company) without the prior written consent of Purchaser; (viii) upon Seller becoming aware of any penalties, sanctions or charges levied, or threatened to be levied (which in the case of any penalties, sanctions or charges of a monetary nature, the amount of any such penalty, sanction or charge is material)levied, against Seller or any change change, or threatened change change, in Approval status, or the commencement of any non-routine audit, investigationactions taken, or the institution of any action or the threat of institution of any action threatened to be taken, against Seller by or disputes between Seller and any Applicable Agency, HUD, FHA or VA or any other agency, or any supervisory or regulatory Government Authority supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, Seller;; or (ix) any consolidation or merger of Seller, any Change in Control of Seller, Seller or any sale of all or substantially all of Seller’s Property; or (x) upon Seller becoming aware of any termination or threatened termination by an Agency of the Custodian as an eligible custodianGuarantor.

Notice of Material Events. Seller shall promptly inform Purchaser and Agent in writing (via electronic mail to [***] and [***] or such other email address as the Agent may furnish to the Seller from time to time by written notice) of any of the following:following of which any Responsible Officer is aware) of any of the following:59 (i) a. any Default, Event of Default by Seller or Guarantor or any other Person (other than Purchaser or Purchaser’s Affiliates) of any material obligation under any Program DocumentDocument or any Servicer Termination Event, or any default or event of default by Seller under any Other Agreement, in each case, to the occurrence extent not waived or existence deemed not to exist after application of any event applicable waiver or circumstance that Seller reasonably expects will with the passage of time become a Default, Event of Default by Seller or any other Personcure period; (ii) b. any material and adverse change in the insurance coverage of Seller as required to be maintained pursuant to Section 14(q15(q) hereof, or any other Person pursuant to any Program Document, with copy of evidence of same attached; (iii) c. the commencement of, or any determination in, any material dispute, litigation, investigation, proceeding, sanctions or suspension between Seller or Guarantorits Parent Company, on the one hand, and any Governmental Authority (or any other Person, but only with respect to material litigation), on the other; (iv) d. any material change in accounting policies or financial reporting practices of Seller which could reasonably be expected to have a Material Adverse Effect; (v) e. any event, circumstance or condition that has resulted, or has a reasonable likelihood of resulting in either a Material Adverse Change or a Material Adverse Effect with respect to Seller; (vi) f. any material modifications to the Seller’s underwriting or acquisition guidelines; (vii) [RESERVED]; (viii) g. upon Seller Seller’s becoming aware of any Control Failure with respect to a Purchased Mortgage Loan or any eNote Replacement Failure; h. any penalties, sanctions or charges levied, or threatened in writing to be levied (which in the case of any penalties, sanctions or charges of a monetary nature, the amount of any such penalty, sanction or charge is material)levied, against Seller or Servicer or any change, or change or threatened change in writing, in 58 Section 15(g)(iii) was amended by Amendment No. 1, dated as of September 24, 2021. 59 Section 15(i)(ii) and (ix) were amended by Amendment No. 1, dated as of Approval status, or the commencement of any non-routine audit, investigationactions taken, or the institution of any action or the threat of institution of any action threatened in writing to be taken, against Seller or Servicer by or disputes in writing between Seller or Servicer and any Applicable Agency, HUD, FHA or VA or any other agency, or any supervisory or regulatory Government Governmental Authority (including, but not limited to HUD, FHA and VA) supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, SellerSeller or Servicer (which, in the event of a Governmental Authority, could reasonably be expected to have a Material Adverse Effect); (ix) any consolidation or merger of Seller, any Change in Control of Seller, or any sale of all or substantially all of Seller’s Property; or (x) upon Seller becoming aware of any termination or threatened termination by an Agency of the Custodian as an eligible custodian.